List of services : Registration of share issue Under the registration of share issues we understand the work for preparation of the complete set of the documents necessary for the state registration of share issues of the emitter with a view of increase of the authorized capital or attraction of investments, and realization of an exhaustive set of the procedures necessary for carrying out of all stages of issue of securities of joint-stock company as registration of release of securities.
There are some kinds of share issues:
- Share issue registration at a floating of a joint-stock company and registration of the report on share issue results.
- Registration of the share issue, placed by a subscription. An additional share issue.
- Share issue registration at transformation of Open Company, co-operative societies and other in joint-stock company.
- Registration of the additional share issue, placed by distribution among shareholders.
- Registration of the share issue, placed by converting at face-value change, at change of the rights, at consolidation and crushing.
- Registration of a share issue after transformation Federal State Unit Company to Open Society after privatization.
- Registration of the report on share issue results (it is registered separately at registration of the share issues placed in addition)
- Registration of housing certificates issue
Thus, at reception of the order for registration of share issue we incur the obligation:
- To consult you on all questions, concerning procedures of increase in the authorized capital of joint-stock company and registration of release of securities;
- To make the legal analysis of constituent and other documents of joint-stock company on conformity to the current legislation of the Russian Federation;
- In case of need, we will hold meeting with a joint-stock company management on the questions, concerning carrying out of general meeting of shareholders, sessions of board of directors;
- In case of need, our experts can be present on general meeting of shareholders and session of board of directors for the purpose of acceptance of the correct decisions necessary for increase of the authorised capital and, accordingly, for registration of release of securities;
- To develop and prepare the complete set of necessary issue documents for the state registration of release of securities;
- To give necessary documents in registering body for the state registration of release of securities;
- To receive the registered documents from registering body;
- To check correctness of placing of securities and observance of procedures at all stages of issue;
- To prepare the complete set of the documents necessary for modification in constituent document of joint-stock company in connection with increase of the authorised capital (in case of additional release of securities).
How we will do it:
That we could begin work on registration of release of securities, it is necessary for you to contact us.
You can call us by phone and our expert will carry out primary consultation, will direct you the questionnaire for finding-out of all nuances, will request necessary documents and the information;
You can call us and cause our expert to you in office for personal meeting and discussion of all questions;
You can visit our office: at personal meeting our expert will carry out primary consultation, will fill with you the questionnaire for finding-out of all nuances, will request necessary documents and the information;
After you will give the filled questionnaire and the necessary information to our expert, we will prepare algorithm and the technical project on registration of release of securities and we will give to you for the statement;
After you will give the filled questionnaire and the necessary information to our expert, during time specified in the technical project, we will prepare all necessary issue documents and we will give them to you for signing;
After you will sign all necessary documents and will transfer them to us in office, our expert will transfer documents to registration of share issue in registering body;
After reception of the registered documents from registering body, we will carry out necessary accompanying procedures under the notice of other state bodies on the occurred changes.
The given list of procedures is not settling and can change depending on the organizational-legal form of the legal person and requirements of the customer.
We have a possibility to accelerate registration procedure till 1, 2, 3 weeks
The basic concepts
Registration of share issues is an activity of the authorized state bodies which are carrying out the account of releases of securities, passed issue. At registration of release of securities to this release the state registration number which order of assignment is established by registering body is appropriated. Such body is obliged to carry out registration of release of securities or to accept ìîòèâèðîâàííîå the decision on refusal in registration not later than in 30 days from the moment of reception of documents.
According to item 2.4.1. of Issue standards the state registration of releases (additional releases) securities is carried out by Federal service of the financial markets (FSFR) or other registering body certain by the federal law.
It is necessary to notice, that the Federal commission on a securities market (Federal Commission on Securities of Russia), according to the Decree of the Russian President V.V. Putin no.314 from March, 9th, 2004 it is abolished. The same Decree creates Federal service on the financial markets to which functions of abolished Federal Commission on Securities have been transferred.
Issue of actions (share issue registration) includes following stages:
Decision-making on a share issue.
The state registration of a share issue.
Placing of actions, that is alienation by the emitter of actions to their first owners after share issue registration.
Registration of the report on results of release of securities.
Information disclosing:
Preparation and giving of the Quarterly report, the List of affiliated persons in Federal service on the financial markets.
Preparation of the notice on change of data on release of securities, their emitter and-or about the person who has given maintenance under bonds after the state registration of the report on results of release of securities.
According to the current legislation joint-stock company (again created, made decision on increase/reduction in the authorised capital, converting of actions, reorganisation) is obliged to register release of securities in Federal service on the financial markets (further FSFR) or its territorial divisions.
The most widespread ways of a share issue is the share issue at establishment of Open Society or Joint-Stock Company or transformation to them, the closed subscription and an open subscription to actions at increase in the authorised capital at the expense of means of shareholders or the third parties. Different ways practically are not used in connection with inexpediency (crushing) or çàòðàòíîñòüþ (increase in the capital at the expense of the means of the society which have remained after payment of taxes).
Before to speak about registration of a share issue or registration of an additional share issue, it is necessary to remind, that the action is the issue valuable paper fixing the rights of its owner (shareholder) on reception of a part of profit of joint-stock company in the form of dividends, on participation in management of joint-stock company and on a part of the property remaining after its liquidation.
Issue valuable paper is the valuable paper which is characterised by simultaneously following signs:
Fixes set of the property and non-property rights which are subject to the certificate, a concession and unconditional realisation with observance established by the present Federal law of the form and an order;
Takes places releases;
Has equal volumes and terms of realisation of the rights in one release without dependence from time of acquisition of a valuable paper.
Actions can be nominal and to bearer. The information on owners of registered stocks is always accessible to the emitter and is fixed in the register of shareholders. Transition of the rights to bearer shares is not fixed anywhere: the owner is the bearer of a valuable paper. In the current legislation of the Russian Federation the contradiction concerning bearer shares contains. The federal Law «About a securities market» provides share issue registration to bearer joint-stock company. At the same time the Federal Law «About joint-stock companies» establishes, that the joint-stock company can have only registered stocks.
Actions can be issued both in documentary, and in the paperless form. The documentary form means delivery to owners of actions of the certificate certifying the rights to one or several actions. In the paperless form of the right to certain quantity of actions it is fixed in an extract from the register of shareholders which is conducted by a specialised independent registry holder or joint-stock company according to the current legislation.
The actions which release was not registered, are not subject to placing, that is alienation by the emitter to their first owners (the law «About a securities market» item 18). Let alone that any transactions, whether it be purchase and sale, donation, etc., with not registered actions admit void (insignificant).
Besides, the Federal service on the financial markets of the Russian Federation is allocated by the right to address in court about liquidation of the legal person who have broken the requirements of the legislation of the Russian Federation about securities, and about application to infringers of the sanctions established by the legislation of the Russian Federation.
Responses about our work on this service:
The letter of thanks from Joint-Stock Company "Atomstroyexport"
Letter of recommendation from Open Society "MosCTISIZ"
On-line Consultation ICQ 486499441
Always your business Partner,
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